8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

May 11, 2009

Rosetta Stone Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34283	043837082
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1919 North Lynn St., 7th Fl, Arlington, Virginia

(Address of principal executive offices, including zip code)

800-788-0822

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 11, 2009, Rosetta Stone Inc. announced its financial results for the fiscal first quarter ended March 31, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

99.1         Press Release, dated May 11, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:       May 11, 2009

By:	/s/ Michael C. Wu
	Name:  Michael C. Wu
	Title:   General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated May 11, 2009.

4

EX-99.1

Exhibit 99.1

Rosetta Stone Inc. Reports First Quarter 2009 Results

ARLINGTON, VA—May 11, 2009 — Rosetta Stone Inc. (NYSE:RST) today announced financial results for the company’s fiscal first quarter ended March 31, 2009.

Total revenue for the first quarter was $50.3 million, an increase of 41%, compared to $35.6 million in the prior year period.  GAAP net income for the first quarter was $3.2 million, or $0.19 per share, compared to a GAAP net loss of $432,000, or $(0.23) per share, in the prior year period.  Non-GAAP net income, which excludes stock-based compensation expense and amortization of intangibles, was $3.5 million, or $0.20 per share, as compared to non-GAAP net income of $226,000, or $0.01 per share, in the prior year period.  A reconciliation of GAAP to non-GAAP results has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

“We are pleased with the company’s financial performance in the first quarter, which was highlighted by strong revenue growth, continued market share gains and expanding profitability margins.  There is a large and growing interest in language learning among individuals and institutions alike, and Rosetta Stone is uniquely positioned to capitalize on this demand as a result of our innovative approach to language learning,” said Tom Adams, President and Chief Executive Officer of Rosetta Stone Inc.

Adams added, “During April, Rosetta Stone achieved an important company milestone by successfully completing its initial public offering in the face of a challenging stock market environment.  We believe this event and on-going public status will help to further reinforce Rosetta Stone’s already significant brand leadership position in the language learning market.”

Other First Quarter 2009 Financial Highlights

·Revenue Mix - Product revenue for the first quarter was $42.8 million, or 85% of total revenues, while subscription and service revenue was $7.5 million, representing the remaining 15% of total revenues.  Consumer revenue was $40.4 million, or 80% of total revenues, while Institutional revenue was $9.9 million, representing the remaining 20% of total revenues.

·GAAP and non-GAAP Operating Income - GAAP operating income for the first quarter was $5.5 million, or 10.9% of revenues, compared to an operating loss of $56,000 for the first quarter of 2008.  Non-GAAP operating income, which excludes stock-based compensation expense and amortization of intangibles, was $6.0 million for the first quarter, or 11.9% of revenues.  This represented an increase of $1.0 million, or 2.8% of revenues, for the same period in 2008.

·Adjusted EBITDA - Adjusted EBITDA, which excludes the impact of stock-based compensation expense, was $7.3 million, or 14.5% of revenues, for the first quarter as compared to $2.2 million, or 6.3% of revenues, for the same period in 2008.

·Cash - Cash and Cash Equivalents at March 31, 2009 was $29.4 million, which does not include approximately $34.2 million in net proceeds generated from the completion of the company’s initial public offering in April 2009.

Non-GAAP Financial Measures

This press release contains four non-GAAP financial measures:  non-GAAP net income, non-GAAP net income per share, adjusted EBITDA, and non-GAAP operating income. Management believes that these non-GAAP measures of financial results provide useful information to investors regarding certain financial and business trends relating to the company’s financial condition and results of operations.  Management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analyses, for purposes of determining executive incentive compensation, and for budgeting and planning purposes. These measures are used in monthly financial reports prepared for management and in quarterly financial reports presented to the company’s board of directors. Management believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the company’s financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.

Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded from these non-GAAP financial measures.

In order to compensate for these limitations, management presents its non-GAAP financial measures in connection with its GAAP results. Rosetta Stone urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing earnings information, including this press release, and not to rely on any single financial measure to evaluate the company’s business.

Reconciliation tables of the most comparable GAAP financial measures to the non-GAAP measures used in this press release are included at the end of this release.

Webcast and Conference Call

This news release and the accompanying tables should be read in conjunction with the additional content that is available on the company’s website, which includes supplemental financial information as well as a webcast of a conference call that the company will host to discuss the first quarter 2009 financial results and its outlook for fiscal year 2009.  The conference call is scheduled for May 11, 2009 at 4:30 p.m. eastern time (ET).

To access this call, dial 888-211-7450 (domestic) or 913-312-6687 (international).  Additionally, a live webcast of the conference call will be available at http://investors.rosettastone.com.   Please access the web site at least 15 minutes prior to the start of the call to register and download and install any necessary software.

Following the conference call, a replay will be available for 48 hours at 888-203-1112 (domestic) or 719-457-0820 (international).  The replay pass code is 4749552.  The web cast of this conference call will be archived.  Individuals can access the webcast, as well as the press release and supplemental financial information, at http://investors.rosettastone.com.

About Rosetta Stone Inc.

Rosetta Stone Inc. is a leading provider of technology-based language learning solutions consisting of software, online services and audio practice tools, primarily under the Rosetta Stone brand.  Rosetta Stone offers its self-study language learning solutions in 31 languages.  Its customers include individuals,

educational institutions, armed forces, government agencies and corporations. The company is based in Arlington, Va. For more information, visit www.RosettaStone.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements.  In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “project,” “believe,” “plan,” “expect,” “anticipate,” “estimate,” “intend,” “should,” “would,” “could,” “potentially,” “plan,” “believe,” “seek,” “may,” or “will.”  These forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties, and assumptions. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: demand for language learning software; the advantages of our products, technology, brand and business model as compared to others; our ability to maintain effective internal controls or to remediate material weaknesses; our cash needs and expectations regarding cash flow from operations; our product development plans, including our plans to develop new web-based services and expansion of our product portfolio; our plans regarding expansion of our marketing initiatives and sales force; our international expansion plans; our plans to increase our kiosks and retail relationships; our ability to manage and grow our business and execution of our business strategy; our financial performance; and the costs associated with being a public company and the other factors described more fully in the Company’s filings with the Securities and Exchange Commission, including our Prospectus filed with the U.S. Securities and Exchange Commission on April 16, 2009. The Company assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

We have assessed and will continue to assess the impact on our business of the general economic downturn and the related impact on consumer spending in particular. Approximately eighty percent of our revenue comes from the consumer segment. While we cannot predict what impact the general economic environment will have on our business, to date the impact has not been material to our balance sheet, results of operations or cash flows.

Investor Contact:

Christopher Martin

cmartin@rosettastone.com

703.387.5927

Media Contact:

Reilly Brennan

rbrennan@rosettastone.com

703.387.5863

ROSETTA STONE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended
	March 31,
	2009			2008
Revenue:
Product	$	42,839		$	30,218
Subscription and service	7,445			5,367
Total revenue	50,284			35,585
Cost of revenue:
Cost of product revenue	5,943			4,030
Cost of subscription and service revenue	484			506
Total cost of revenue	6,427			4,536
Gross margin	43,857			31,049
Operating expenses
Sales and marketing	23,612			18,045
Research and development	4,843			4,532
General and administrative	9,887			8,528
Total operating expenses	38,342			31,105
Income (loss) from operations	5,515			(56		)
Other income and expense:
Interest income	30			216
Interest expense	(315		)	(296		)
Other income	97			287
Total other income (expense)	(188		)	207
Income (loss) before income taxes	5,327			151
Income tax provision (benefit)	2,132			583
Net income (loss)	$	3,195		$	(432	)
Earnings (loss) per share:
Basic	$	1.65		$	(0.23	)
Diluted	$	0.19		$	(0.23	)
Common shares and equivalents outstanding:
Basic weighted average shares	1,939			1,864
Diluted weighted average shares	17,095			1,864

ROSETTA STONE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	March 31,			December 31,
	2009			2008
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	29,356		$	30,626
Restricted cash	34			34
Accounts receivable (net of allowance for doubtful accounts of $1,268 and $1,103, respectively)	19,708			26,497
Inventory, net	6,230			4,912
Prepaid expenses and other current assets	9,056			6,598
Deferred income taxes	2,282			2,282
Total current assets	66,666			70,949
Property and equipment, net	16,341			15,727
Goodwill	34,199			34,199
Intangible assets, net	10,612			10,645
Deferred income taxes	6,828			6,828
Other assets	697			470
Total assets	$	135,343		$	138,818
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,461		$	3,207
Accrued compensation	5,932			8,570
Other current liabilities	17,738			21,353
Deferred revenue	14,234			14,382
Current maturities of long-term debt - related party	—			4,250
Total current liabilities	40,365			51,762
Long-term debt - related parties	9,929			5,660
Deferred revenue	1,468			1,362
Other long-term liabilities	908			963
Total liabilities	52,670			59,747
Commitments and contingencies
Stockholders’ equity:
Class A, Series A-1 Convertible Preferred Stock, $0.001 par value; 269 shares authorized; 269 and 269 shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively	26,876			26,876
Class A, Series A-2 Convertible Preferred Stock, $0.001 par value; 178 shares authorized; 178 and 178 shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively	17,820			17,820
Class B Convertible Preferred Stock, $0.001 par value; 111 and 111 issued and outstanding at March 31, 2009 and December 31, 2008, respectively	11,341			11,341
Class A Convertible Common Stock, $0.00005 par value; 900 shares authorized; zero shares issued and outstanding	—			—
Class B Convertible Common Stock,$0.00005 par value; 20,000 shares authorized; zero shares issued and outstanding	—			—
Non-designated common stock, $0.00005 par value, 39,100 shares authorized, 1,950 and 1,936 shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively	1			1
Additional paid-in capital	11,287			10,814
Accumulated income	15,617			12,422
Accumulated other comprehensive loss	(269		)	(203		)
Total stockholders’ equity	82,673			79,071
Total liabilities and stockholders’ equity	$	135,343		$	138,818

ROSETTA STONE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended									Three Months Ended
	March 31, 2009									March 31, 2008
	GAAP			Adjustments			non-GAAP			GAAP			Adjustments			non-GAAP
Revenue:
Product	$	42,839		$	—		$	42,839		$	30,218		$	—		$	30,218
Subscription and service	7,445			—			7,445			5,367			—			5,367
Total revenue	50,284			—			50,284			35,585			—			35,585
Cost of revenue:
Cost of product revenue (1)	5,943			(3		)	5,940			4,030			(14		)	4,016
Cost of subscription and service revenue	484			—			484			506			—			506
Total cost of revenue	6,427			(3		)	6,424			4,536			(14		)	4,522
Gross margin	43,857			3			43,860			31,049			14			31,063
Operating expenses
Sales and marketing(2)	23,612			(87		)	23,525			18,045			(784		)	17,261
Research and development(3)	4,843			(147		)	4,696			4,532			(80		)	4,452
General and administrative(4)	9,887			(273		)	9,614			8,528			(219		)	8,309
Total operating expenses	38,342			(507		)	37,835			31,105			(1,083		)	30,022
Income (loss) from operations	5,515			510			6,025			(56		)	1,097			1,041
Other income and expense:
Interest income	30			—			30			216			—			216
Interest expense	(315		)	—			(315		)	(296		)	—			(296		)
Other income	97			—			97			287			—			287
Total other income (expense)	(188		)	—			(188		)	207			—			207
Income (loss) before income taxes	5,327			510			5,837			151			1,097			1,248
Income tax provision (benefit)(5)	2,132			204			2,336			583			439			1,022
Net income (loss)	$	3,195		$	306		$	3,501		$	(432	)	$	658		$	226
Earnings (loss) per share:
Basic	$	1.65					$	1.81		$	(0.23	)				$	0.12
Diluted	$	0.19					$	0.20		$	(0.23	)				$	0.01
Common shares and equivalents outstanding:
Basic weighted average shares	1,939						1,939			1,864						1,864
Diluted weighted average shares	17,095						17,095			1,864						16,794

(1)	Represents stock based compensation expense of $3 and $1 in 2009 and 2008, respectively as well as amortization of intangibles expense of $13 in 2008.
(2)	Represents stock based compensation expense of $54 and $33 in 2009 and 2008, respectively as well as amortization of intangibles expense of $33 and $751 in 2009 and 2008, respectively.
(3)	Represents stock based compensation expense of $147 and $80 in 2009 and 2008, respectively.
(4)	Represents stock based compensation expense of $273 and $219 in 2009 and 2008, respectively.
(5)	Non-GAAP tax rate of 40%

ROSETTA STONE INC.

Reconciliation of Adjusted EBITDA to Net Income (Loss)

(in thousands)

(unaudited)

	Three Months Ended
	March 31, 2009
	2009		2008
Net income (loss)	$	3,195	$	(432	)
Interest expense, net	284		80
Income tax expense	2,132		583
Depreciation and amortizatin	1,224		1,667
Stock-based compensation	477		333
Adjusted EBITDA	$	7,312	$	2,231